SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 22, 2002
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CRESCENT REAL ESTATE EQUITIES COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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TEXAS 1-13038 52-1862813
(State or other jurisdiction (Commission file number) (I.R.S. Employer
of organization) Identification Number)
777 MAIN STREET
SUITE 2100
FORT WORTH, TEXAS 76102
(817) 321-2100
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
NOT APPLICABLE
(Former name or former address, if changed since last report)
On April 25, 2002, Crescent Real Estate Equities Company (the
"Company") filed a Form 8-K dated April 22, 2002 for the purpose of
incorporating by reference into the Company's Registration Statement on Form S-3
(No. 333-38071) certain exhibits relating to an offering of 2,800,000 6 3/4%
Series A Convertible Cumulative Preferred Shares, $.01 par value per share, of
the Company (the "Series A Preferred Shares") pursuant to a prospectus
supplement dated April 22, 2002 to the prospectus dated April 22, 2002, which
forms a part of such Registration Statement. The Company has determined that it
is necessary to file an additional exhibit to by incorporated by reference into
the Registration Statement.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA INFORMATION AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
The exhibits listed in the following index relate to the offering of 2,800,000
Series A Preferred Shares pursuant to a prospectus supplement dated April 22,
2002 to the prospectus dated April 22, 2002, which forms a part of the Company's
Registration Statement on Form S-3 (No. 333-38071) and are filed herewith for
incorporation by reference in such Registration Statement.
EXHIBIT NO. DESCRIPTION
3.1* Restated Declaration of Trust of the Company, as amended
4.1* Statement of Designation of Series A Preferred Shares dated
April 25, 2002
5.1* Opinion of Shaw Pittman LLP as to the legality of the Series A
Preferred Shares to be issued
8.1* Opinion of Shaw Pittman LLP as to material tax issues relating
to the Company
10.1* Placement Agency Agreement, dated as of April 22, 2002, by and
among the Company, Crescent Real Estate Equities Limited
Partnership, Merrill Lynch & Co. and Merrill Lynch, Pierce,
Fenner & Smith Incorporated
10.2* Purchase Agreement, dated as of April 22, 2002, by and between
the Company and Cohen & Steers Capital Management, Inc., on
behalf of itself and as investment adviser to certain client
accounts
12.1 Computation of Ratio of Earnings to Fixed Charges and Preferred
Share Dividends
23.1* Consent of Shaw Pittman LLP (included in its opinions filed as
Exhibits 5.1 and 8.1)
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* Previously filed
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CRESCENT REAL ESTATE EQUITIES COMPANY
Dated: April 29, 2001 By: /s/ David M. Dean
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Name: David M. Dean
Title: Executive Vice President, Law and
Administration